Severance and Other Payments a. If Employee's employment pursuant to this Agreement is terminated for "cause" (as herein defined), the Company shall not be obligated to pay or provide any severance compensation or benefits to Employee.
b. If Employee becomes incapacitated (as herein defined) during the term of this Agreement because of sickness, injury or physical or mental disability, the Company agrees that, from the date of the determination of incapacity and continuing for a period of twenty four (24) months the Company shall pay to Employee thirty percent (30%) of Employee's salary otherwise payable as of the date of the determination of disability. Company may obtain disability insurance coverage to discharge all or part of its responsibility to Employee under this paragraph and if such coverage provides for monthly payments equal to or greater than those provided herein, Employee shall be entitled to such amount.
c. If Employee's employment with the Company is terminated under Paragraph 7(c) of this Agreement or the Company elects not to continue the Agreement under Paragraph 2 above, the Company agrees to pay to Employee an amount equal to fifty percent (50%) of Employee's then current annual base salary (or, if this Agreement has expired, an amount equal to fifty percent (50%) of Employee's annual base salary on the last effective day of this Agreement's term) ("Severance Payment"). Such Severance Payment shall only be owed to Employee and paid by the Company following the execution of a mutually agreeable severance agreement by Employee and the Company that shall be written within 15 days of the date of Employee's termination. In addition to the foregoing Severance Payment, Employee may continue to participate in the Company's group health plan, if any, then in effect, at no cost to the Company, for the term of this Agreement or such lesser period as may be limited by applicable law or regulation.
Severance and Other Payments. (a) In the event that the Executive's employment is terminated at any time pursuant to Section 5(d) of this Agreement, which termination shall include the giving of notice not to extend the Term pursuant to Section 1(b), the Company agrees to pay the Executive a lump-sum cash payment equal to twice his then current annual base salary (the two year period following the end of the Term, the "Severance Period"), and the Company shall have no further obligations to the Executive. Prior to and as a precondition to the payment of such amount, the Executive shall deliver to the Company a general release of the Company, its subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assigns, in the form attached hereto as Exhibit A, and provide the Director Resignation (as defined below). Payment shall be made on the date ten (10) business days following the delivery by Executive of the general release described in the previous sentence and the Director Resignation, and if the general release and the Director Resignation is not so delivered within sixty (60) days of termination of the Executive's employment, no payment shall be due. In all other instances, including termination of the Executive's employment for Cause, termination pursuant to Sections 5(b) or 5(c), or if the Executive voluntarily leaves the employment of the Company (other than as provided in Section 6), the Executive shall not be eligible or entitled to, and the Company shall not be obligated to make, any payment following the Executive's termination, except as otherwise provided in Section 7(b), and the Company shall have no further obligations to the Executive. Executive agrees that upon the termination of his employment with the Company he shall immediately resign his positions, if any, as a director of the Company and each of its subsidiaries (the "Director Resignation").
(b) In the event that the Executive makes an election to terminate his employment pursuant to the terms of Section 6, and the Company does not cure such termination pursuant to the terms of the second sentence of Section 6, if applicable, the Executive shall be entitled to receive from the Company a lump-sum cash payment equal to twice his then current annual base salary (the "Severance Payment"), and the Company shall have no further obligation to the Executive. Prior to and as a precondition to the payment of the Severance Payment the Executive shall deliver to the Company a general...
Severance and Other Payments. The COMPANY, in exchange for the promises of EMPLOYEE contained below, agrees as follows:
A. COMPANY agrees to pay EMPLOYEE the lump sum amount of $935,250.00 less legal standard deductions. This amount represents three (3) times EMPLOYEE’s base salary plus three (3) times his target bonus. The payment will be made within seven (7) days after the expiration of the EMPLOYEE’s revocation option in Section 5(C) below.
B. COMPANY agrees to pay COBRA insurance premiums (medical and/or dental) for up to 36 months, as set forth in the Supplemental Agreement. In the event that EMPLOYEE’s entitlement to COBRA coverage should cease before that time (as set forth in the Supplemental Agreement), COMPANY will have no obligation to continue payment of EMPLOYEE’s COBRA premiums.
C. COMPANY agrees that EMPLOYEE shall receive (less applicable legal standard deductions in each case, if any) an amount of $27,702.00 as liquidated unused vacation days and the following payments pursuant to the following plans:
1. COMPANY’s 1994 Long Term Compensation Plan: $8,960.00.
2. COMPANY’s 2000 Long Term Compensation Plan: $98,832.00.
3. COMPANY’s Management Incentive Compensation Plan: All amounts have been included in the amount specified in Section 1.A above.
D. COMPANY agrees that EMPLOYEE shall also receive all amounts accrued for the benefit of EMPLOYEE, which shall be payable as soon as administratively possible after July 8, 2005, pursuant to the following plans, subject to EMPLOYEE’s (and his spouse’s, if applicable) completion of all necessary election forms and documentation which may be required. All such amounts accrued and payable shall be calculated and determined by Xxxxxx & Associates, actuary for the plans. EMPLOYEE is hereby electing to take a lump sum payment representing his entire benefit under the COMPANY’s Supplemental Benefit Plan, notwithstanding any prior election regarding the form of such benefit payment which EMPLOYEE may have made.
1. COMPANY’s Retirement Cash Balance Plan; and
2. COMPANY’s Supplemental Benefit Plan
E. COMPANY acknowledges and agrees that EMPLOYEE shall remain covered by COMPANY’S Directors and Officers Errors and Omissions Liability Insurance in regard to legal proceedings EMPLOYEE may become a party to on legal matters pertaining to the time when EMPLOYEE was employed by the COMPANY.
Severance and Other Payments. COMPANY, in exchange for the promises of EMPLOYEE contained below, agrees as follows:
A. COMPANY agrees to pay EMPLOYEE the lump sum amount of four million dollars and no cents ($4,000,000.00), less applicable legal standard deductions and less deductions or offsets for any and all loans and/or advances made by COMPANY or any COMPANY AFFILIATE to, or on behalf of, EMPLOYEE (which deductions or offsets EMPLOYEE hereby expressly agrees to and acknowledges), within seven (7) days after the expiration of the EMPLOYEE's revocation option in Section 5(C) below; and
B. EMPLOYEE may be eligible for up to eighteen (18) months of COBRA coverage following EMPLOYEE's termination of employment. If at the time of EMPLOYEE's termination of employment, EMPLOYEE is enrolled in COMPANY's medical plan coverage as an active employee and EMPLOYEE exercises health coverage continuation rights under COBRA following termination of employment, EMPLOYEE's COBRA premium will be paid for in full by COMPANY until the earliest of: (i) the expiration of the first twelve (12) full calendar months immediately following EMPLOYEE's termination of employment; or (ii) the date EMPLOYEE obtains subsequent employment and becomes eligible for medical benefits coverage to employees of the new employer. After the expiration of the foregoing applicable period, EMPLOYEE will be responsible for the full cost of any health coverage.
C. EMPLOYEE acknowledges and agrees that payment of the foregoing amounts are, and shall be deemed to be, in full and complete satisfaction of any and all obligations, if any, of COMPANY and/or a COMPANY AFFILIATE to EMPLOYEE in respect of her employment with COMPANY and/or any of its affiliates or otherwise. For purposes of this AGREEMENT, the term "COMPANY AFFILIATE" means (i) EPCO Holdings, Inc., (ii) Enterprise Products OLPGP, Inc., (iii) Enterprise Products Partners L.P. ("EPD"), (iv) Enterprise Products Holdings LLC, (v) Enterprise Products Operating LLC, (vi) the respective subsidiaries or affiliates of any of the foregoing entities, (vii) any other entity (A) which is controlled, directly or indirectly, individually, collectively or in any combination, by the Company or any of the foregoing entities or (B) in which any of the Company or any of the foregoing entities has a direct or indirect ownership interest, (viii) any other entity (a) which is controlled, directly or indirectly, by the Estate of Xxx X. Xxxxxx, Deceased, his spouse, his descendants or any trusts ...
Severance and Other Payments a. If the Executive's employment pursuant to this Agreement is terminated by the Executive, is terminated for "cause" (as herein defined) or is terminated due to the death or disability (as determined pursuant to Paragraph 5(e) of this Agreement) of the Executive, the Company shall not be obligated to pay or provide any severance compensation or benefits to the Executive.
b. If the Executive's employment with the Company is terminated under Paragraph 5(b), (d) or (e) of this Agreement, the Company agrees to pay to the Executive each month an amount equal to the base compensation per month for the shorter of: (i) the period of six (6) months following the date of termination of the Executive's employment with the Company or (ii) the period from such termination to the Termination Date. Notwithstanding the foregoing, the parties acknowledge and agree that if such termination does occur, the following shall be applicable: (i) the amount of monthly compensation required to be paid by the Company to the Executive shall be reduced by the amount of monthly compensation payable to the Executive by any one or more entities with which the Executive is employed, and/or the amount of self-employment income earned by the Executive during the month involved, and (ii) the Executive shall use reasonable efforts to secure reasonably comparable employment and/or generate self-employment income to minimize or eliminate the Company's obligation to pay severance compensation to the Executive.
c. If the Executive's employment is terminated during the term of this Agreement, for any reason other than "cause," the Executive shall be entitled to receive a pro rata share (based upon the number of months employed during the calendar year in which employment with the Company is terminated) of any bonus or incentive compensation which the Executive would otherwise have been entitled to receive had he remained employed for the entirety of the calendar year involved.
Severance and Other Payments a. If Consultant's agreement pursuant to this Agreement is terminated for "cause" (as herein defined), the Company shall not be obligated to pay or provide any severance compensation or benefits to Consultant.
b. If Consultant's agreement with the Company is terminated under Paragraph 8.2 of this Agreement or the Company elects not to continue the Agreement under Paragraph 7 above, the Company agrees to pay to Consultant an amount equal to twenty-five percent (25%) of Consultant's then current annual base compensation (or, if this Agreement has expired, an amount equal to twenty-five percent (25%) of Consultant's annual base compensation on the last effective day of this Agreement's term). ("Severance Payment"). Such Severance Payment shall only be owed to Consultant and paid by the Company following the execution of a mutually agreeable severance agreement by Consultant and the Company that shall be written within 15 days of the date of Consultant's termination. In addition to the foregoing Severance Payment. App 7: Travel, Entertainment, and Living Expenses. Consultant is authorized to Incur reasonable travel, entertainment, and cell phone business expenses on behalf of the Company. These expenses shall be reimbursed by the Company.
Severance and Other Payments a. If the Executive's employment pursuant to this Agreement is terminated by the Executive, is terminated for "cause" (as herein defined) or is terminated due to the death or disability (as determined pursuant to paragraph 5(f) of this Agreement) of the Executive, the First Texas Division will pay to Executive all compensation earned by, and all benefits and reimbursements due to, the Executive through the date of termination. Except for the preceding sentence, neither the First Texas Division nor the Company shall be obligated to pay or provide any severance compensation or benefits to the Executive.
b. If the Executive's employment with the First Texas Division is terminated at any time pursuant to Paragraph 5(b) or (d) of this Agreement, the First Texas Division agrees to (i) pay to Executive all compensation earned by, and all benefits and reimbursements due to, the Executive through the date of termination, and (ii) pay severance compensation to the Executive for a period of twelve (12) months from the date of termination of the Executive's employment with the First Texas Division. Such severance compensation shall be an amount each month equal to the average amount of compensation earned by the Executive, pursuant to the terms of this Agreement during the twelve (12) months preceding the month in which this Agreement terminates; provided, that if Executive has been employed by the Company for less than 12 months after the date of this Agreement, then the amount shall be an annualized amount based on the Executive's total salary and bonus for the period of time immediately preceding the termination of his employment.
c. If the Executive's employment is terminated during the term of this Agreement, for any reason other than "cause", the Executive shall be entitled to receive a pro rata share (based upon the number of months employed during the calendar year in which employment with the First Texas Division is terminated) of any unpaid bonus or incentive compensation which the Executive would otherwise have been entitled to receive had he remained employed for the entirety of the calendar year involved.
Severance and Other Payments. Company shall be responsible for and pay any liability for severance payments to any Employee or former Employee, including Transferred Employees, that accrues or becomes payable during the period of such Employee’s employment or service with Company or arise out of the termination of such person’s employment with Company. Parties agree that Company shall be responsible for bonus of up to 8/12 months calculable for the period from January 2005 to December 2005 for the Transferred Employees. Upon payment of the bonus to the Transferred Employees, Company shall within 14 days of receipt of Buyer’s invoice, pay to Buyer such amount specified therein.
Severance and Other Payments. Subject to You signing and not revoking the settlement agreement and release in the form attached hereto as Exhibit A (the "SETTLEMENT AGREEMENT AND RELEASE"), within 5 days of the date hereof SCM will pay You $341,538.48 in cash, by check or wire transfer. Such payment is in consideration of Your execution of the Settlement Agreement and Release and is comprised of the following:
(a) A $115,000 transaction bonus related to SCM's sale of substantially all of the digital video assets related to its former Digital Media and Video division to Pinnacle Systems, Inc.; and
(b) A $251,000 severance payment (less $24,461.52 previously paid to You before the date hereof) in satisfaction of all salary, wages, bonus (including second quarter MBO), severance, accrued PTO or similar amounts that SCM owes You as of the Resignation Date and as of the date hereof. You acknowledge that SCM has paid all salary, wages, bonuses, accrued vacation and PTO, commissions, ESPP refunds and any and all other employment-related benefits due to You once the payments and benefits referenced in Sections 2 and 3 are received.
Severance and Other Payments. If, after the Effective Time, the employment of employees of the Company is terminated, the Employee Severance Pay Plan of Conseco shall be applicable to such employees giving credit for service to the Company as service to Conseco; provided, however, that employees who as of the date of this Agreement either (i) have a contract with the Company or one of its subsidiaries which provides for a greater payment upon termination of employment or (ii) are covered by the Company's severance policy for officers shall be entitled to the payments specified by such contract or policy in lieu of any amounts under the Employee Severance Pay Plan of Conseco. Section 4.18 of the Disclosure Schedule identifies all contracts and Benefit Plans of the Company or any of its subsidiaries which obligate the Company to make payments to any employee upon termination of employment. In addition, an aggregate of up to $5 million of additional payments may be paid within twelve months after the Closing Date to employees of the Company in such manner and in such proportions as shall be determined from time to time by the Company's present chief executive officer after consultation with the Chief Operations Officer of Conseco or his designee.
